**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

** **

**FORM 10-K****/A******

**Amendment No. 1**

** **

**(Mark One)**

| **☒** | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|-------------|------------------------------------------------------------------------------------------|

 

**For the fiscal year ended December 31, 2019**

 

Or

 

| **☐** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|-------------|----------------------------------------------------------------------------------------------|

 

For the transition period from                      to                     

 

Commission file number 001-14053

 

**Milestone Scientific Inc.**

**(Exact name of registrant as specified in its charter)**

 

| **Delaware**                                                     |   | **13-3545623**                           |
|------------------------------------------------------------------|--------|------------------------------------------|
| **State or other jurisdiction of Incorporation or organization** |   | **(I.R.S. Employer Identification No.)** |

 

**425 Eagle Rock Avenue, Roseland, NJ 07068**

**(Address of principal executive offices)**

**Registrant’s telephone number, including area code: 973-535-2717**

 

**Securities registered pursuant to Section 12(b) of the Act:**

 

| Title of each class                     | Symbol | Name of each exchange on which registered |
|-----------------------------------------|--------|-------------------------------------------|
| Common Stock, par value $.001 per share | MLSS   | NYSE American                             |

 

**Securities registered pursuant to section 12(g) of the Act:                    NONE**

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    ☐ Yes    ☑ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    ☐ Yes    ☑ No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ☑ Yes    ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    ☑ Yes    ☐ No

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K.    ☑

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

| Large accelerated filer | ☐ | Accelerated filer              | ☐ |
|-----------------------------------|---------|-------------------------------------|---------|
|                              |    |                                |    |
| Non-accelerated filer             | ☐ | Smaller reporting company | ☑ |
|                              |    |                                |    |
| Emerging Growth Company           | ☐ |                                |    |

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes ☐   No ☑

 

As of June 28, 2019, the last business day of the registrants most recently completed second fiscal quarter, the aggregate market value of the common stock held by non- affiliates of the issuer was $15,368,647. This amount is based on the closing price of $.36 per share of the registrant's common stock as of such date, as reported on the NYSE American. As of March 30, 2020, the registrant has a total of 49,410,176 shares of Common Stock, par value $0.001 per share outstanding.

** **

**DOCUMENTS INCORPORATED BY REFERENCE**

None

 

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**EXPLANATORY NOTE**

 

Milestone Scientific Inc. (the “Company” or “Milestone Scientific”) is filing this Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) pursuant to General Instruction G(3) to Form 10-K, which amends and supplements our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2020 (the “Form 10-K”). This Form 10-K/A updates the information contained in Part IV, Item 15 to file two new exhibits to this Form 10-K/A and to re-file required updated certifications under Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements are contained within this Form 10-K/A, the Company is not including the individual certification pursuant to Section 302 regarding financial statements, regarding disclosure control procedures, or regarding internal controls over financial reporting. Additionally, because no financial statements are contained within this Form 10-K/A, the Company is not required to file the certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Except for the amendments described above, this Form 10-K/A does not modify or update the disclosures in, or exhibits to, the Form 10-K.

** **

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**MILESTONE SCIENTIFIC INC.**

**Annual Report****on Form 10-K/A******

**For Fiscal Year Ended December 31, 201****9**

** **

**TABLE OF CONTENTS**

 

| PART IV                          |                                       |   |
|---------------------------------------|--------------------------------------------|--------|
|     Item 15. | Exhibits and Financial Statement Schedules | 1      |
|                                  |                                       |   |
| SIGNATURES                            |                                       | 3      |

 

----

 

**PART IV**

 

**Item 15. Exhibits and Financial Statement Schedules**

** **

The following documents are filed as part of this Report:

 

| 1      | Financial Statements. See Index to Financial Statements on page F-1.*                                                                                                                                                                                                          |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                           |
| 2      | Financial Statement Schedule                                                                                                                                                                                                                                                   |
|   | Schedules are omitted because the information required is not applicable or the required information is shown in the consolidated financial statements or notes thereto.                                                                                                       |
|   |                                                                                                                                                                                                                                                                           |
| 3      | Exhibits                                                                                                                                                                                                                                                                       |
|   | Certain of the following exhibits were filed as Exhibits to previous filings filed by Milestone Scientific under the Securities Act of 1933, as amended, or reports filed under the Securities and Exchange Act of 1934, as amended, and are hereby incorporated by reference. |

 

| Exhibit No  | Description                                                                                                                                                                       |
|-------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  3.1   | Restated Certificate of Incorporation of Milestone filed on September 6, 2013 (6)                                                                                                 |
|  3.2   | Form of Certificate of Designation filed on April 18, 2014 (7)                                                                                                                    |
|  3.3   | Certificate of Correction to the Certificate of Designation filed on May 12, 2014 (8)                                                                                             |
| 3.4         | Certificate of Amendment to Restated Certificate of Incorporation**                                                                                                               |
|  3.5   | Amended and Restated By-laws of Milestone  filed April 1, 2019                                                                                                |
|  4.1   | Specimen stock certificate (1)                                                                                                                                                    |
| 4.3         | Form of Common Stock Purchase Warrant issued in the 2016 Public Offering (11)                                                                                                     |
| 4.4         | Form of Common Stock Purchase Warrant issued in the Feb. 2019 Public Offering (16)                                                                                                |
| 4.5         | Form of Common Stock Purchase Warrant issued in the Feb. 2019 Private Placement (17)                                                                                              |
| 4.6         | Description of Registrant's Securities**                                                                                                                                          |
| 10.1        | Lease dated November 25, 1996 between Livingston Corporate Park Associates, L.L.C. and Milestone (2)                                                                              |
| 10.2        | Lease amendment dated April 28, 2004 between Livingston Corporate Park Associates, L.L.C. And Milestone (3)                                                                       |
| 10.3        | 2011 Equity Compensation Plan (4)                                                                                                                                                 |
| 10.4        | Master Supply and Distribution Agreement, dated July 3, 2013, between Milestone Scientific Inc and Tri-anim Health Services, Inc (5)                                              |
|  10.5  | Agreement with Mark Hochman, dated July 2015 (8)                                                                                                                                  |
| 10.6        | Investment Agreement, dated April 15, 2014, between Milestone Scientific Inc. and BP4 S.p.A. (7)                                                                                  |
| 10.7        | Exclusive Distribution and Supply Agreement, dated as of June 20, 2016, among Milestone Scientific Inc., Wand Dental, Inc. and Henry Schein, Inc. (9)                        |
| 10.8ǂ  | Amended and Restated Employment Agreement, dated December 1, 2016, between Wand Dental Inc. and Gian Domenico Trombetta (10)                                                 |
| 10.9        | Final Form of Asset Purchase Agreement, dated June 2, 2017, among APAD Octrooi B.V., APAD B.V., and Milestone Scientific Inc. (12)                                                |
| 10.10       | Final form of the Memorandum of Agreement, dated June 6, 2017, between Solee Science & Technology U.S.A. Ltd. and Milestone Scientific Inc. (13)                              |
| 10.11       | Final form of the Promissory Note, dated June 6, 2017, in the principal amount of $1,275,000 made by Solee Science & Technology U.S.A. Ltd. to Milestone Scientific Ltd. (13) |
| 10.12       | Final form of the Stock Option Agreement, dated June 6, 2017, Solee Science & Technology U.S.A. Ltd. and Milestone Scientific Inc. (18)                                       |
| 10.13ǂ | New Employment Agreement between Milestone Scientific Inc. and Leonard Osser dated as of July 11, 2017. (14)                                                                      |
| 10.14ǂ | Employment Agreement between Milestone Scientific Inc. and Daniel Goldberger dated as of July 11, 2017. (14)                                                                      |
| 10.15ǂ | Covenant Agreement between Milestone Scientific Inc. and Daniel Goldberger dated and effective as of July 11, 2017. (14)                                                          |
| 10.16ǂ | Consultant Agreement between Milestone Medical Inc. and U.S. Asian Consulting Group, LLC dated as of July 10, 2017. (15)                                                          |
| 10.17       | Underwriting Agreement, dated as of February 1, 2019 between Milestone Scientific Inc. and Maxim Group LLC, as underwriter (16)                                                   |
| 10.18       | Stock Purchase Agreement, dated as of February 8, 2019 between Milestone Scientific Inc. and BP4 S.p.A. (17)                                                                      |
| 21.1        | List of Subsidiaries*                                                                                                                                                             |
| 23.1        | Consent of Friedman, LLP*                                                                                                                                                         |

 

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| 31.1                | Rule 13a-14(a) Certification-Chief Executive Officer**  |
|---------------------|---------------------------------------------------------|
| 31.2                | Rule 13a-14(a) Certification-Chief Financial Officer**  |
| 32.1                | Section 1350 Certifications-Chief Executive Officer*    |
| 32.2                | Section 1350 Certifications-Chief Financial Officer*    |
| 101.INS   | XBRL Instance Document*                                 |
| 101.SCH        | XBRL Taxonomy Extension Schema Document*                |
| 101.CAL        | XBRL Taxonomy Extension Calculation Linkbase Document*  |
| 101.LAB        | XBRL Taxonomy Extension Label Linkbase Document*        |
| 101.PRE   | XBRL Taxonomy Extension Presentation Linkbase Document* |
| 101.DEF   | XBRL Taxonomy Extension Definition Linkbase Document*   |

| *      | Previously filed with Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on March 30, 2020. |
|--------|------------------------------------------------------------------------------------------------------------------------------------|
| **     | Filed herewith.                                                                                                                    |
|   |                                                                                                                               |
| ǂ | Indicates management contract or compensatory plan or arrangement.                                                                 |

 

|   | 1)  | Incorporated by reference to Amendment No. 1 to Milestone Scientific’s Registration Statement on Form 10-KSB for the year ended May 15, 1995 |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 2)  | Incorporated by reference to Milestone Scientific’s Form 10-KSB for the year ended December 31, 1996.                                             |
|   | 3)  | Incorporated by reference to Milestone Scientific’s Form 10-KSB for the year ended December 31, 2004.                                             |
|   | 4)  | Filed as Appendix A to Milestone Scientific’s Proxy Statement filed with the SEC on May 2, 2011 and incorporated herein by reference.             |
|   | 5)  | Incorporated by reference to Milestone Scientific’s Form 8-K filed with the SEC on July 9, 2013.                                                  |
|   | 6)  | Incorporated by reference to Milestone Scientific’s Form 10-K for the year ended December 31, 2013.                                               |
|   | 7)  | Incorporated by reference to Milestone Scientific’s Form 8-K filed with the SEC on April 18, 2014.                                                |
|   | 8)  | Incorporated by reference to Milestone Scientific’s Form 10-K for the year ended December 31, 2015.                                               |
|   | 9)  | Incorporated by reference to Milestone Scientific’s Form 8-K filed with the SEC on June 30, 2016.                                                 |
|   | 10) | Incorporated by reference to Milestone Scientific’s Form 8-K filed with the SEC on December 2, 2016.                                              |
|   | 11) | Incorporated by reference to Milestone Scientific’s Form 8-K filed with the SEC on December 16, 2016.                                             |
|   | 12) | Incorporated by reference to Milestone Scientific’s Form 8-K filed with the SEC on June 2, 2017.                                                  |
|   | 13) | Incorporated by reference to Milestone Scientific’s Form 8-K filed with the SEC on June 7, 2017.                                                  |
|   | 14) | Incorporated by reference to Milestone Scientific’s Form 8-K filed with the SEC on July 10, 2017.                                                 |
|   | 15) | Incorporated by reference to Milestone Scientific’s Form 10-Q filed with the SEC on August 14, 2017.                                              |
|   | 16) | Incorporated by reference to Milestone Scientific’s Form 8-K filed with the SEC on February 1, 2019.                                              |
|   | 17) | Incorporated by reference to Milestone Scientific’s Form 8-K filed with the SEC on February 14, 2019.                                             |

 

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**SIGNATURES**

 

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

| Milestone Scientific Inc. |                                |
|---------------------------|-------------------------------------|
|  

By:               |  

/s/ Joseph D’Agostino |   |
|                      | Chief Financial Officer             |   |
|                      |                                |   |

 Date: April 2, 2020

 

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